Ludovico Bongini

Counsel – Bologna

University of Bologna, Bologna

Registration in the Bologna Bar Association

Executive & Legal professional

Dedicated and dynamic executive and professional, focussed on UE and US jurisdiction, with history of managing business practices by providing both strategical business guidance and “just-in-time” clear and pragmatic legal advice to business stakeholders.

Core competence on strategic planning & development, M&A matters along with drafting, negotiation, performance of related contracts and business integration, international tax planning and compliance, corporate re-structuring, and set-up of multinational intragroup transactions patterns.

Strong experience in Chemical, Health, HR, Fine-Arts, Wine, International Fairs industries.

Currently attending

• Chairing as effective member and president of 3 supervisory boards
• Sitting as effective member of 3 supervisory boards
• Sitting as executive in 4 different boards of directors between Italy and the USA
• Sitting as non-executive member and/or member of the advisory board in more than 5 entities

Areas of Expertise

Professional Experience

CHIEF LEGAL and SUPERVISORY OFFICER | CHAIR OF THE SUPERVISORY BOARD

FACI Group, Carasco (GE), Italy                                                                                           2018 to Present

Faci Group is one of the largest and consistent multinational oleochemical producer in the global market and is engaged in marketing and production of oleochemicals in seven jurisdictions with multiple production sites and companies: Italy, Singapore, China, UK, France, Spain and the US. My duty is to oversee the legal and corporate affairs leading the dedicated national legal advisors and counsels (one for each country) as well as advising at board level about M&A and corporate strategy, corporate governance and corporate structure, transfer pricing and intragroup transactions, treasury management, international commercial transactions, risk management and qualified litigation.

• Advised the board and directed the execution of a new corporate structure by several merge, de-merge and incorporation of newco companies,
• Supported the expansion in Texas within a €50mio investment project by providing and delivering managerial and legal support upon state and county incentives, achieving a €½ mio tax abatment and incentives per year for 10 year, upon land purchase, upon building of a new plant in Lufkin, upon hiring and firing employees,
• Improved corporate compliance by the design of a new set of intragroup transactions mirrored by a consistent transfer pricing policy (UE, US, PRC and Singapore compliant),
• Introduced a new treasury management system by design and execution of a zero-balance 7 jurisdictions cash-pooling intragroup agreement,
• Advised the board and executed a full set of best practices for international negotiations and avoid sanctioned parties, dual use and CBRN regulations,
• Managed compliance and cases involving competition, anti-trust, anti-dumping and anti-subsidy at UE Commission level,
• Redesigned the general terms and the corporate commercial agreements (international agency, distribution, consignement etc) and assisted during qualified negotiation with global clients and suppliers (i.e. EXXON, P&G, BASF, SABIC, etc…).
• Developed and introduced in Italy and in foreign subsidiaries anti-corruptive and corporate governance organizational models and practices (dlgs 231/2001, UK Anti-bribery, US Anti-corrupution) and appointed ODV/Supervisor.

ChAIR OF THE SUPERVISORY BOARD | Bertolotto SpA, Cuneo                                   2023 to Present

Bertolotto S.P.A. is an Italian company founded in 1987, today one of the world leaders in the design and production of doors and systems for interiors and armored doors with subsidiaries in the USA and PRC. My role as Chair of the Supervisory Board is to oversee corporate governance and legal compliance coordinating with the internal and external legal counsels as well as advising at board level about compliance with law in every relevant aspect (and as per D.Lgs. 231/2001).

ChAIR OF THE SUPERVISORY BOARD | Sirio SpA, Ravenna                                          2021 to Present

Sirio S.P.A. is an Italian company active in the catering sector. It operates in the planning and management of commercial food services, such as bars and markets, among others, with concession contracts. The Company manages over 70 retail outlets divided between hospitals, highways and airports, among others. It also manages fast food franchise services under the brand name Burger King. The Company is active locally and is listed on the FTSE MIB (SIOO). My role as Chair of the Supervisory Board is to oversee corporate governance and legal compliance coordinating with the internal and external legal counsels as well as advising at board level about compliance with law in every relevant aspect (and as per D.Lgs. 231/2001).

Vice-President, BOD MEMBER (USA), CHAIR oF SUPERVISORY BOARD| BolognaFiere Group, Bologna                                                                                                                                  2018 to Present

BolognaFiere is an Italian semi-public enterprise owned by the Town of Bologna and Regione Emilia Romagna which has been created to manage public and private fairs and events in five jurisdictions by four foreign subsidiaries: Italy, China, UK, Germany and the US. My duty is to oversee corporate governance and legal compliance and business risk on national and international subsidiaries and advise on legal and corporate international affairs, mainly the US, coordinating with the Italian legal counsels as well as advising at board level about M&A and corporate strategy, corporate governance and corporate structure, international tax, transfer pricing and intragroup transactions, employment and qualified litigation.

• As member of the board of directors and secretary of BolognaFiere USA Inc and all relative subsidiaries, I advised the board of directors of the mother company in Italy and the subsidiary in the US and directed the execution of a new corporate structure by several merge, de-merge and incorporation of newco companies,
• Improved corporate compliance by the design of a new set of intragroup transactions mirrored by a consistent transfer pricing policy (UE, US, PRC and Singapore compliant),
• Supported the expansion in New York and Las Vegas within a €15mio investment project by providing and delivering managerial and legal support in the JV with American partners, upon fairs and events management, upon hiring and firing employees and executives.
• Implemented group corporate compliance (anti-bribery, aml, etc..) and appointed to oversee compliance on many subsidiaries as chief of Supervisory Board; additional direct experience as Chair of the Supervisor under Dlgs. 231/2001 of Ferrara Fiere Congressi Srl and as Member of the Board of Ferrara Expo Srl.
• Appointed as Vice-President of Ferrara Expo Srl (company replacement for Ferrara Fiere COngressi Srl) in April 2022.

EQUITY PaRTNER | Diacron Group                                                                                   2019 to present

Diacron is a multinational tax&law firm established in 1995 and focussed to help multinational business to growth and maintain tax and legal compliance across different jurisdictions. Diacron is active with a strong platform of offices, employees and professionals in 10 jurisdiction with 12 offices and provides local and cross-border assistance in-bound and out-bound in any country on local and International Tax, Corporate, International contracts, Global Mobility, Intra-group transaction, Transfer Pricing, M&A, Accountancy  etc…

As Head of Legal, direct and manage the global legal practice of the Diacron Group.

Managing Partner (USA) | Diacron, New York, USA                                           2014 to Dec. 2019

Direct and manage US operation and T&L intragroup issues, in line with long-term direction of firm, that affect both Italian and US jurisdiction. Establish organisational strategies and build employee commitment of 15 staff to tax&law firm value system. Pioneer advanced treasury management and cash-pooling platform and a Reg A+ compliance for an ICO that desires to be compliant with SEC regulation. Consolidated expertise several sectors: chemical, automotive, TLC, wine, public health and public placement services.

• Improved service delivery of counselling clients on transfer pricing and intragroup issues, tax, and corporate compliance through restructuring of office, team, services, and marketing activities.
• Doubled turnover in 2017 and expanded consultancy transfer pricing and m&a departments,
• Introduced provisioning of outsourced/interim general counsels/board members,
• Introduced a BPO in the Philippine for accounting service provisioning,
• Sustained initiative of Select USA for annual Summit Washington for six years.

GENERAL COUNSEL, M&A Director | Diacron, Milano, Italy                                          2012 to 2014

Directly globally oversee all legal advice to clients on tax, corporate structure, intra-company issues, global mobility, M&A, and restructuring. Administered intra-company cross-border and international corporate, tax, labour and compliance issues within jurisdictions of 10 Diacron’s offices.

• Created, negotiated, and accomplished expansion of Diacron in US by M&A in New York.
• 40% on generated US expansion, 30% for general counsel and 30% as corporate lawyer in 2015, 33% US, 33%GC, and 33%CL in 2014, along with 10%US, 50%GC, 40%CL in 2013.

Vice-president strategic planning & growth – MANAGING DIRECTOR|

Maximus Italia, Milano, Italy                                                                               2019 to September 2023

Maximus, listed on NYSE is a global leader for government social programs with more than 47’000 employees worldwide. Maximus is delivering innovative business process, management and technology solutions, contributing to improved outcomes for citizens and higher levels of productivity and accountability for government sponsored programs Offering a citizen-centric approach that enables people around the globe to successfully engage with their governments.

Up to the Managing Director’s duty is leading the entire Italian operations and owning country P&L with a hundred of employees on 9 sites.

• Performed two acquisitions in 18 months until completion of the integration phase,
• Redesigned the entire org-chart, implemented and build new teams and business segments to expand across the country and adapt to Maximus global business, growing the business, the sites and the headcount by 200% in 2021. Growth rate within Regione Lombardia with respect of DUL program +2000% in 18 months.
• Factored Maximus international standards in full compliance with national and European law and regulations in 8 months since April 2021.
• Lead the Maximus Srl to revenues grow factor fy2021 on fy2020 by of x5; achieved + 257% revenue growth in fy2022 (tax year ending on September).
• Enriched the local business activating outplacement services segment and skills segment and expanded into the insurance sector.
• Fostering differentiation in revenues streams by pilots in health and welfare segments.
• Achieved strategic agreement with the Ministry of Defense for outplacement service
• Achieved strategic partnership with Poste Italiane to embed outplacement services into insurance products as innovative solution for the global market.

COUNTRY LEGAL AND COMPLIANCE LEAD AND BOARD MEMBER| Maximus Srl, Milano, Italy                                                                                                                                                 2018 to Present

As a direct function I’m entrusted to provide full range compliance on tax and legal in country and lead on national legal affairs while actively sitting at the board of directors

• Advised the board and directed the execution of a new corporate structure by the Italian set-up of the subsidiary, two acquisitions, several merge, de-merge and incorporation of newco companies,
• Advised for compliance on labour, corporate, public law, licensing, commercial and privacy.

CO-Founder| AB TEAM, Brescia                                                                                           2010 to 2019

Having co-funded the business, conceptualised a number of small-sized independent M&A and restructurings to advance organisational goals by changing priorities of units and enhancing effectiveness of organisations. Instructed upon every decision of Board, supervised every legal issue, and designed every M&A or restructuring operation and any eventual litigation. Designed and performed 1.5 ops per year and cultivated official external relationship with judges, receivers, lawyers, units. Led all the legal aspects of each acquisitions such as due diligences, negotiations, agreements, restructuring, and insolvency procedures.

• Completed comprehensive reforming involving organisational structure and processes of Johnson from the bankruptcy to the relaunch and the deal with 8853 SpA as equity investor.

LEGAL ADVISOR| Backtowork24 (Gruppo 24Ore), Milano, Italy                                       2010 to 2012

Created corporate structure from the beginning of operations and helped in agreements with professionals to produce a wider network. Prepared some of templates used for due diligences and deals as well as counseled for some small deals.

• Executed Backtowork24 and TeamUpWork projects for Italian SME M&A operations.

Group General Counsel | Harianne Trading, Piacenza, Italy                                                     2009

Counseled for a venture & special situation, from letter of intent, throughout due diligence ending with an acquisition from 2009 to 2010 while attending nine operations.

• Conducted negotiations and oversaw issuing of public funds and tax incentives during restructuring operations of Videocon and S.I.S.Te.Ma. Compositi.

In-house Counsel | Gruppo Edizioni Design, Florence                                                                 2007

Guided in restructuring operation involving entire group of companies under the brand “Viceversa” and “Porcellana Bianca” with more than 7 jurisdiction, 11 entities across world, and 600 employees. Advised Managing Director on various aspects of litigations and restructuring processes.

• Delivered services for re-invention operations related to corporate and bankruptcy issues involving mass redundancy, outplacement, unemployment subsidies, and negotiation with Public Authority.
• Directed acquisition of “Porcellana Bianca” from Arezzo.

Additional experience as Trainee Lawyer at Zanetti Law Firm in 2005-2007.

Education, licenses, PUBLICATIONS & VOLUNTEERING

Magister Doctor of Law | Alma Mater Studiorum – University of Bologna, Bologna, Italy

Receiver | Courts of Milan, 2014

Bar | Bologna, license no. 6880

Language Proficiencies: Italian, English, and French

Publications: “Il mercato del vino negli USA”, Ludovico Bongini e Giuseppe LoCascio, DIACRON PRESS, ISBN 9781908346407, sponsored by the Italian Trade Commission

Conferences and events: creator and speaker of several events on US Tax/TP, blockchain, US wine regulations

Sports and volunteering: sailing and regattas to the benefit of people with disabilities